Trigger Issuance definition

Trigger Issuance means the sale or issuance by the Company of any Common Shares or securities exercisable for or convertible into Common Shares in exchange for cash with either (i) a value of at least $1,000,000, or (ii) that represent (or would on exercise or conversion or exercise represent) in increase of more than 1% in the total number of Common Shares outstanding on the date hereof; provided, however, that the following issuances of Common Shares shall not be deemed to be a Trigger Issuance: (A) issuance of Common Shares issued upon the exercise of any outstanding convertible securities including, without limitation, this Debenture or the Warrants issued in connection with this Debenture; (B) Common Shares issued directly or upon the exercise of options to directors, officers, employees, or consultants of the Company in connection with their service to the Company; (C) Common Shares or convertible securities issued (x) to persons in connection with a joint venture, strategic alliance or other commercial relationship with such person (including persons that are customers, suppliers and strategic partners of the Company) relating to the operation of the Company’s business and not for the primary purpose of raising equity capital, or (y) in connection with a transaction in which the Company, directly or indirectly, acquires another business or its tangible or intangible assets; (D) Common Shares or convertible securities issued to the lessor or vendor in any office lease or equipment lease or similar equipment financing transaction in which the Company obtains the use of such office space or equipment for its business; (E) a Capital Reorganization, or (F) a Rights Offering.
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Trigger Issuance has the meaning set forth in Section 4(i) hereof.
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Trigger Issuance has the meaning set forth in Section 5 hereof.
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Examples of Trigger Issuance in a sentence

  • Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold.

  • Subject to the approval of the Exchange, if applicable, if and whenever during the six (6) month period following the Issue Date, a Trigger Issuance shall have occurred for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then and in each such case the then-existing Conversion Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the price per share at which the Trigger Issuance occurred.

  • Subject to the approval of the Exchange, if applicable, if and whenever during the six (6) month period following the Issue Date, a Trigger Issuance shall have occurred for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, then and in each such case the then existing Exercise Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the price per share at which the Trigger Issuance occurred.

  • In the event the Company shall at any time issue Additional Stock (as defined below) at a price per share less than the Exercise Price in effect at the time of such issuance or without consideration (a “ Trigger Issuance”), then the Exercise Price then in effect upon each such Trigger Issuance shall be changed to a price equal to the consideration per share received by the Company in respect of the shares of Additional Stock issued in such Trigger Issuance (rounded to the nearest tenth of a cent).

  • In the event the Company shall at any time issue Additional Stock (as defined below) at a price per share less than the Exercise Price in effect at the time of such issuance or without consideration (a “Trigger Issuance”), then the Exercise Price then in effect upon each such Trigger Issuance shall be changed to a price equal to the consideration per share received by the Company in respect of the shares of Additional Stock issued in such Trigger Issuance (rounded to the nearest tenth of a cent).

  • For purposes of this Section 8(d), a Trigger Issuance shall be deemed to occur upon the earliest of (i) the date the Company enters into a firm contract for the issuance or sale of the Common Stock, (ii) the record date for the determination of stockholders entitled to receive any such Common Stock or (iii) the date of actual issuance or sale of such Common Stock.

  • Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to the time of such issue or sale, then and in each such case (a "TRIGGER ISSUANCE") the then-existing Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold.

  • In consideration of the Company’s request and the investment in the Additional Notes and Additional Warrants, you agree to waive the provisions of Section 4(n) of the Purchase Agreement and waive a Trigger Issuance adjustment of the purchase price and number of shares issuable pursuant to the Warrants, as provided in Section 12(b) of the Warrant, with respect to the Company’s proposed issuance of up to $1.8 million of Additional Notes and Additional Warrants and any shares issued pursuant thereto.

  • In the event the Company shall at any time issue Additional Stock (as defined below) at a price per share less than $2.54 or without consideration (a “ Trigger Issuance”), then the Exercise Price then in effect upon each such Trigger Issuance shall be changed to a price equal to 150% of the consideration per share received by the Company in respect of the shares issued in such Trigger Issuance (rounded to the nearest tenth of a cent).

  • Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then and in each such case (a "Trigger Issuance") the then-existing Conversion Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold.


More Definitions of Trigger Issuance

Trigger Issuance has the meaning ascribed to such term in Section 3(d)(iv).
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Related to Trigger Issuance

  • Trigger Event Date means a date on which a Trigger Event has occurred as determined by the Calculation Agent.

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Policy Issuance Date means the date of first issuance of these Terms and Benefits.

  • Series Issuance Date means, with respect to any Series, the date on which the Notes of such Series are to be originally issued in accordance with Section 2.12 and the related Indenture Supplement.

  • Maximum Common Stock Issuance shall have the meaning specified in Section 2(H).

  • Dilutive Issuance shall have the meaning set forth in Section 5(b).

  • Common Stock Deemed Outstanding means the number of shares of Common Stock actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (x) pursuant to Paragraph 4(b)(i) hereof, the maximum total number of shares of Common Stock issuable upon the exercise of Options, as of the date of such issuance or grant of such Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the maximum total number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities, as of the date of issuance of such Convertible Securities, if any.

  • Deemed Issuance means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof or any applicable Warrant in the event Borrower fails to deliver Conversion Shares as and when required pursuant to Sections 3 or 8 of the Note or Warrant Shares (as defined in the Purchase Agreement) as and when required pursuant to the Warrant. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.

  • Dilutive Issuance Notice shall have the meaning set forth in Section 5(b).

  • Trigger Price for any Pricing Period shall mean the greater of (i) the Company Designated Minimum Put Share Price, plus $0.075, or (ii) the Company Designated Minimum Put Share Price divided by .91.

  • Judgment Conversion Date as defined in subsection 10.8(a).

  • Automatic Conversion Date shall have the meaning specified in Section 15.12(a).

  • Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • First Equity Financing Price means (x) if the pre-money valuation of the Company immediately prior to the First Equity Financing is less than or equal to the Valuation Cap, the lowest price per share of the Equity Securities sold in the First Equity Financing or (y) if the pre-money valuation of the Company immediately prior to the First Equity Financing is greater than the Valuation Cap, the SAFE Price.

  • Issuance Amount means the aggregate Sales Price of the Shares to be sold by the Agent pursuant to any Issuance Notice.

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • Fully Diluted Outstanding means, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all shares of Common Stock Outstanding at such date and all shares of Common Stock issuable in respect of this Warrant, outstanding on such date, and other options or warrants to purchase, or securities convertible into, including without limitation the shares of Common Stock outstanding on such date which would be deemed outstanding in accordance with GAAP for purposes of determining book value or net income per share.

  • Acquisition Date means the date on which the Acquisition is consummated.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country or the confederation which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community or (ii) any currency unit or composite currency for the purposes for which it was established.

  • Issuance Date means the date hereof.

  • Excluded Issuance means an issuance and sale of Qualified Capital Stock of Holdings, to the extent such Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be, within 45 days of the consummation of such issuance and sale, used, without duplication, to finance Capital Expenditures or one or more Permitted Acquisitions.

  • Share Repurchase means the purchase, repurchase, redemption or other acquisition by Borrower from any Person of any capital stock or other equity interest of Borrower.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Step-Up Date The first Distribution Date following the first Distribution Date on which the aggregate unpaid principal balance of the Mortgage Loans, and properties acquired in respect thereof, remaining in the Trust Fund has been reduced to less than or equal to 10% of the Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.